Opening the filing
8-K
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2026, MRC Ranger, LLC (“Purchaser”), a wholly-owned subsidiary of Matador Resources Company (“Matador”), consummated the previously disclosed acquisition (the “Acquisition”) contemplated by that certain Securities Purchase Agreement, dated as of July 22, 2026 (the “Purchase Agreement”), among Purchaser, MRC Energy Company (“MRC Energy”) (solely for the purposes of guaranteeing the obligations of Purchaser), Paloma Permian Holdings, LLC (“Paloma Holdings”), Paloma Permian Intermediate, LLC (“Paloma Intermediate” and, together with Paloma Holdings, each a “Seller” and collectively, the “Sellers”) and Paloma Permian, LLC (the “Target”), pursuant to which, among other things, Sellers agreed to sell to Purchaser, and Purchaser agreed to purchase from Sellers, all of the issued and outstanding membership interests of the Target, for an amount in cash equal to $1,275,000,000 (subject to certain customary adjustments, including for working capital and for title defects and environmental defects). The Target and its subsidiaries own certain proved undeveloped acreage and oil and natural gas producing properties located in Eddy and Lea Counties, New Mexico.
Upon the closing of the Acquisition, Purchaser paid the as-adjusted closing purchase price of approximately $1.255 billion in cash, which amount is subject to customary post-closing adjustments.
The foregoing description of the Acquisition and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the principal terms of the Purchase Agreement and the copy of the Purchase Agreement filed as Exhibit 2.1 have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Matador, Purchaser, MRC Energy, the Sellers, the Target or any of their respective subsidiaries or affiliates. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Purchase Agreement. Moreover, the representations, warranties and covenants in the Purchase Agreement were made as of specific dates, were made solely for the Purchase Agreement and for the purposes of allocating risk between the parties to the Purchase Agreement, rather than establishing matters as facts, are solely for the benefit of such parties, may be subject to qualifications or limitations agreed upon by such parties and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors and reports and documents filed with the Securities and Exchange Commission. Accordingly, investors are not third-party beneficiaries under the Purchase Agreement, and the representations, warranties and covenants in the Purchase Agreement, and any descriptions thereof, should not be relied on as characterizations of the actual state of facts or circumstances of Matador, Purchaser, MRC Energy, the Sellers, the Target or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of such representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
Item 7.01 Regulation FD Disclosure.
Exhibit 99.1
MATADOR RESOURCES COMPANY CLOSES PALOMA ACQUISITION AND
PROVIDES ADDITIONAL INTEGRATION DETAILS DALLAS, Texas, October 1, 2026 – Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”) today announced the closing of the previously announced acquisition of Paloma Permian LLC (“Paloma”), a portfolio company of EnCap Investments L.P. (“EnCap”), for cash consideration of $1.255 billion, which amount is subject to customary post-closing adjustments (the “Paloma Acquisition”). Highlights of the Paloma Acquisition include:
• Adds over 156 net locations (normalized to two-mile laterals) across nine or more potential targeted benches;
• 59 approved drilling permits on Paloma acreage;
• Matador expects to commence drilling operations on up to 25 wells associated with Paloma acreage by year-end 2027; and
• Adds approximately 16,500 net primarily undeveloped acres in Eddy and Lea Counties, New Mexico, the majority of which is held by production.
Joseph Wm. Foran, Matador’s Founder, Chairman and CEO, commented, “On behalf of the Board and executive committee, I would like to acknowledge the extra effort and assistance of everyone at Paloma, EnCap and Matador to close this important transaction as agreed. We believe the Paloma assets hold some of the highest hydrocarbon resources per acre in the Lower 48. This acreage also provides Matador with great value creation opportunities for upstream capital efficiencies, for its wholly-owned midstream system and for its 51%-owned San Mateo Midstream system.
“While most of the acquisition’s current value stems from its undeveloped drilling locations, we are encouraged by the continued strong performance of the acquired producing wells. Largely attributable to Paloma’s newest wells in Eddy County, New Mexico, since June 1, 2026, production associated with the acquisition has outperformed Matador’s underwriting estimates by approximately 10%.
“With the addition of the Paloma Acquisition closed today, and the expected acreage additions from the recently announced Ridge Runner Resources II, LLC (“Ridge Runner”) acquisition (expected to close later this month), Matador will have approximately 240,000 net acres in the core of the Delaware Basin in the fourth quarter of 2026. Together with the May 2026 Federal lease sale, these acquisitions increase Matador’s net acreage position by almost 20% above its October 2025 position of 203,000 net acres.
Mr. Foran continued, “We are excited about Matador’s positive outlook for the remainder of 2026 and as we look ahead to 2027. We look forward to further discussion of the Paloma assets, including our plans for the fourth quarter of 2026, in our third quarter 2026 earnings release and conference call in early November. We especially want to express our respect and appreciation for Paloma’s and EnCap’s professionalism and cooperation during the transition process from Paloma’s management team and field and office staff.